In accordance with best practice, the Company has established Audit and Remuneration Committees with written terms of reference for each which deal with their authorities and duties.
The Audit Committee is responsible for ensuring that the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies. The Committee also reviews the work of external auditors and monitors non-audit fees. The Committee meets at least twice per year.
The Committee is chaired by Mr. Grahame Cook with Mrs. Susan Searle and Dr. Vishal Gulati as additional members. Executive Directors may attend meetings at the Committee’s invitation, together with the Group’s external auditors.
The Remuneration Committee has responsibility for recommending, within agreed terms of reference, the Group’s policy on the remuneration of senior executives and specific remuneration packages for Executive Directors, including pension rights and compensation payments. It is also responsible for making recommendations for grants of options under the Long-Term Incentive Plan.
The Board as a whole is responsible for approving recommendations made by the Remuneration Committee. The remuneration of Non-executive Directors is a matter for the Board, based on recommendations made by the Remuneration Committee. No Director may be involved in any discussions relating to their own remuneration.
The Remuneration Committee is chaired by Mrs. Susan Searle and its other members are Dr. Susan Galbraith, Dr. Ian Gilham and Dr. Vishal Gulati. The Committee meets not less than twice per year. Executive Directors may attend meetings at the Committee’s invitation, and the Committee obtains advice from third parties where appropriate.